COMMON STOCK AND WARRANT PURCHASE AGREEMENT

Exhibit 10.98

COMMON STOCK AND WARRANT PURCHASE AGREEMENT

Between

SEDONA Corporation

and

     COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of                      , 20___ (the “Agreement”), between                      (the “Investor”), and SEDONA Corporation, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Company”).

     WHEREAS, the Investor desires to invest and the Company desires to issue and sell to the Investor certain shares of Common Stock of the Company and a Warrant to purchase Shares of Common Stock of the Company upon the terms and subject to the conditions contained herein;

      NOW, THEREFORE , the parties hereto agree as follows:

ARTICLE I

Certain Definitions

Section 1.1. “ Closing ” shall mean the closing of the purchase and sale of the Common Stock and Warrant pursuant to Section 2.1.

Section 1.2. “ Common Stock ” shall mean the Company’s common stock, $.001 par value per share, issued pursuant to the terms and conditions hereof.

Section 1.3. “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Section 1.4. “ Permitted Transferee ” shall mean any of the following to whom the Investor may transfer the Common Stock or Warrant hereunder provided that such individual or entity agrees to abide by the terms set forth herein: the Investor’s spouse, parents, children (natural or adopted), stepchildren or grandchildren or a trust for their sole benefit of which the Investor is the settlor; provided, however, that any such trust does not require or permit distribution of any Common Stock or Warrant during the term of this Agreement unless

subject to its terms, or to individuals who are accredited investors within the meaning of Rule 501 of Regulation D under the 1933 Act.

Section 1.5. “ Person ” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

Section 1.6. “ Principal Market ” shall mean the American Stock Exchange, the New York Stock Exchange, the NASDAQ National Market, the NASDAQ SmallCap Market or the OTC Bulletin Board, whichever is at the time the principal trading exchange or market for the Common Stock, based upon share volume.

Section 1.7. “ Purchase Price ” shall equal the total number of shares of Common Stock set forth on Schedule 1 hereto multiplied by $                      .

Section 1.8. “ Registrable Securities ” shall mean the Common Stock and the Warrant Shares until (i) the Registration Statement has been declared effective by the SEC, and all Common Stock and Warrant Shares have been disposed of pursuant to the Registration Statement, (ii) all Common Stock and Warrant Shares have been sold under circumstances under which all of the applicable conditions of Rule 144 (or any similar provision then in force) under the Securities Act (“Rule 144”) are met, (iii) all Common Stock and Warrant Shares have been otherwise transferred to holders who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such securities not bearing a restrictive legend or (iv) such time as, in the opinion of counsel to the Company, all Common Stock and Warrant Shares may be sold without any time, volume or manner limitations pursuant to Rule 144(k) (or any similar provision then in effect) under the Securities Act.

Section 1.9. “ Registration Rights Agreement ” shall mean the agreement regarding the filing of the Registration Statement for the resale of the Registrable Securities, entered into between the Company and the Investor as of the Closing Date in the form annexed hereto as Exhibit A .

Section 1.10. “ Registration Statement ” shall mean a registration statement on such form promulgated by the SEC for which the Company then qualifies and which counsel for the Company shall deem appropriate, and which form shall be available for the resale by the Investor of the Registrable Securities to be registered thereunder.

Section 1.11. “SEC” shall mean the Securities and Exchange Commission.

Section 1.12. “ SEC Documents ” shall mean the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 and each report, proxy statement or registration statement filed by the Company with the SEC pursuant to the Exchange Act or the Securities Act since the filing of such Annual Report through the date hereof.

Section 1.13. “ Trading Day ” shall mean any day during which the Principal Market shall be open for business.

Section 1.14. “ Transfer ” shall mean any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift, transfer by request, devise or descent, or other transfer or disposition of any kind.

Section 1.15. “ Warrant ” shall mean the Warrant substantially in the form of Exhibit B to be issued to the Investor hereunder.

Section 1.16. “ Warrant Shares ” shall mean all shares of Common Stock or other securities issued or issuable pursuant to exercise of the Warrant.

ARTICLE II

Purchase and Sale of Common Stock and Warrant

Section 2.1. Investment .

     (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase the Common Stock together with the Warrant at the Purchase Price on the Closing Date (as hereinafter defined), as set forth on Schedule 1.

     (b) The Closing of the sale and purchase of the Common Stock together with the Warrant under this Agreement shall take place at the offices of SEDONA Corporation, 1003 W. Ninth Avenue, Second Floor, King of Prussia, PA 19406 on                      , 20___ or such other time, date and place as are mutually agreeable to the Company and the Investor. At the Closing, the Company will deliver to the Investor certificates for the Common Stock, registered in the name of the appropriate Investor, and Warrant against payment to the Company of each Investor’s proportionate amount of the Purchase Price as set forth on the signature pages hereto, by wire transfer, check or other method acceptable to the Company. The date of the Closing is hereinafter referred to as the “Closing Date.”

     (c) The Closing is subject to the satisfaction or waiver by the party to be benefited thereby of the following conditions:

	(i)		acceptance and execution by the Company and by the Investor of this Agreement and the Registration Rights Agreement;
	(ii)		all representations and warranties of the Investor contained herein shall remain true and correct as of the Closing Date (as a condition to the Company’s obligations);
	(iii)		the Company shall have obtained all permits and qualifications, if any, required by any state for the offer and sale of the Common Stock and Warrant, or shall have the availability of exemptions therefrom;

(iv)

the sale and issuance of the Common Stock and the Warrant hereunder, and the proposed issuance by the Company to the Investor of the Common Stock underlying the Warrant upon exercise thereof shall be legally permitted by all laws and regulations to which the Investor and the Company are subject and there shall be no ruling, judgment or writ of any court prohibiting the transactions contemplated by this Agreement;

ARTICLE III

Representations and Warranties of the Investor

     The Investor represents and warrants to the Company that:

Section 2.2. Intent . The Investor is entering into this Agreement for its own account and not with a view to or for sale in connection with any distribution of the Common Stock. The Investor has no present arrangement (whether or not legally binding) at any time to sell the Common Stock, Warrant or Warrant Shares to or through any Person or entity; provided, however, that by making the representations herein, the Investor does not agree to hold such securities for any minimum or other specific term (other than as specified herein) and reserves the right to dispose of the Common Stock and Warrant Shares at any time in accordance with federal and state securities laws applicable to such disposition and such Section 4.3.

Section 2.3. Sophisticated Investor . The Investor is a sophisticated investor (as described in Rule 506(b)(2)(ii) of Regulation D), and the Investor has such experience in business and financial matters that it has the capacity to protect its own interests in connection with this transaction and is capable of evaluating the merits and risks of an investment in the Common Stock, Warrant and Warrant Shares. The Investor acknowledges that an investment in the Common Stock, Warrant and Warrant Shares is speculative and involves a high degree of risk. The Investor has adequate means of providing for Investor’s current needs and personal contingencies and has no need for the liquidity in Investor’s investment in the Common Stock, Warrant and the Warrant Shares and is capable of bearing the economic risks attendant to an investment in the Common Stock, Warrant and the Warrant Shares including the total loss thereof.

Section 2.4. Authority . This Agreement and the Registration Rights Agreement has been duly authorized and validly executed and delivered by the Investor and is a valid and binding agreement of the Investor enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

Section 2.5. Not an Affiliate . The Investor is not an officer, director or “affiliate” (as that term is defined in Rule 405 of the Securities Act) of the Company.

Section 2.6. Disclosure; Access to Information . The Investor and Investor’s professional advisers have been furnished satisfactory responses to their inquiries and all materials which they have requested relating to the Company and its past and proposed activities. They have been afforded the opportunity to ask questions of, and to receive answers from the Company and to obtain additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy of the information provided to the Investor.

Section 2.7. Manner of Sale . At no time was the Investor presented with or solicited by or through any leaflet, public promotional meeting, television advertisement or any other form of general solicitation or advertising.

Section 2.8. Independent Advice . The Investor acknowledges that the Investor has been advised to consult with Investor’s own attorney, accountant, investment advisor, or other professional advisors concerning the investment in the Common Stock and Warrant of the Company including, without limitation, tax matters relating to the purchase, sale and ownership of the Common Stock and Warrant.

Section 2.9. Illiquidity . The Investor understands, acknowledges and agrees that due to restrictions described in this Agreement and the lack of any market existing or likely to exist for the Common Stock, the Warrant and the Warrant Shares, the Investor’s investment in the Common Stock, Warrant and Warrant Shares will be highly illiquid.

Section 2.10. Limitation of Transfer . The Common Stock, the Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or registered or qualified under any applicable state securities laws and regulations. Therefore, the Common Stock, the Warrant and the Warrant Shares will be restricted and cannot be offered, sold, transferred, pledged or hypothecated to